-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WszyNRaVnSdaDrHBtGYvPCVnycsuKzgyHYqBLCK2WbHyEj4n8nTioQACahZDN9Cy NLqsDpf2QLZDyeB59fm76Q== 0000950109-96-001918.txt : 19960403 0000950109-96-001918.hdr.sgml : 19960403 ACCESSION NUMBER: 0000950109-96-001918 CONFORMED SUBMISSION TYPE: S-11MEF PUBLIC DOCUMENT COUNT: 6 333-01433 FILED AS OF DATE: 19960401 EFFECTIVENESS DATE: 19960401 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: HOSPITALITY PROPERTIES TRUST CENTRAL INDEX KEY: 0000945394 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 043262075 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-11MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-02139 FILM NUMBER: 96543581 BUSINESS ADDRESS: STREET 1: 400 CENTER ST CITY: NEWTON STATE: MA ZIP: 02158 BUSINESS PHONE: 6179648389 MAIL ADDRESS: STREET 1: 400 CENTRE STREET CITY: NEWTON STATE: MA ZIP: 02158 S-11MEF 1 FORM S-11MEF As filed with the Securities and Exchange Commission on April 1, 1996 Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------- FORM S-11 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 OF SECURITIES OF CERTAIN REAL ESTATE COMPANIES --------------- HOSPITALITY PROPERTIES TRUST (Exact name of registrant as specified in its governing instruments) --------------- 400 Centre Street Newton, Massachusetts 02158 (617) 964-8389 (Address of principal executive offices) --------------- John G. Murray Hospitality Properties Trust 400 Centre Street Newton, Massachusetts 02158 (617) 964-8389 (Name and address of agent for service) --------------- Copies to: Alexander A. Notopoulos, Jr., Esq. Winthrop B. Conrad, Jr., Esq. Sullivan & Worcester LLP Davis Polk & Wardwell One Post Office Square 450 Lexington Avenue Boston, Massachusetts 02109 New York, New York 10017 (617) 338-2800 (212) 450-4000 Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective. -------------------- If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [X] File No. 333-1433. -------------------- If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] -------------------- If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [_] Calculation of Registration Fee
============================================================================================================================ Title of Securities being Amount being Proposed Maximum Proposed Maximum Amount of registered Registered Offering Price Per Share Aggregate Offering Price(1) Registration Fee - ---------------------------------------------------------------------------------------------------------------------------- Common Shares of Beneficial Interest, $0.01 par value per share 1,150,000 $26.75 $30,762,500 $10,607.76 ============================================================================================================================
(1) Estimated solely for purposes of calculating the registration fee. ================================================================================ Incorporation by Reference of Registration Statement on Form S-11, File No. 333-1433 Hospitality Properties Trust (the "Company") hereby incorporates by reference into this Registration Statement on Form S-11 in its entirety Registration Statement on Form S-11 (File No. 333-1433) declared effective on April 1, 1996 by the Securities and Exchange Commission (the "Commission"), including each of the exhibits filed by the Company with the Commission and incorporated or deemed to be incorporated by reference therein. In addition, the exhibits listed in the Index to Exhibits are included within this Registration Statement. -1- SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-11 and has duly caused this Registration Statement or amendment thereto to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, Commonwealth of Massachusetts on April 1, 1996. HOSPITALITY PROPERTIES TRUST By: /s/ John G. Murray ------------------------- John G. Murray, President
Signature Title Date - --------- ----- ---- /s/ John G. Murray President and Chief Operating April 1, 1996 - ----------------------------- Officer (Principal Executive John G. Murray Officer) /s/ Thomas K. O'Brien* Treasurer & Chief Financial April 1, 1996 - ----------------------------- Officer (Principal Accounting Thomas K. O'Brien and Financial Officer) /s/ Gerard M. Martin* Managing Trustee April 1, 1996 - ----------------------------- Gerard M. Martin /s/ Barry M. Portnoy* Managing Trustee April 1, 1996 - ----------------------------- Barry M. Portnoy /s/ John L. Harrington* Trustee April 1, 1996 - ----------------------------- John L. Harrington /s/ William J. Sheehan* Trustee April 1, 1996 - ----------------------------- William J. Sheehan /s/ Arthur G. Koumantzelis* Trustee April 1, 1996 - ----------------------------- Arthur G. Koumantzelis
- -------------------------- * Signed by Power of Attorney -2- INDEX TO EXHIBITS
Exhibit Sequential Number Document Description Page No. - ------ -------------------- ---------- 5.1 Opinion of Sullivan & Worcester LLP 5.2 Opinion of Piper & Marbury L.L.P. 23.1 Consent of Arthur Andersen LLP 23.2 Consent of Coopers & Lybrand L.L.P. 23.3 Consent of Sullivan & Worcester LLP (included in Exhibit 5.1 to this Registration Statement) 23.4 Consent of Piper & Marbury L.L.P. (included in Exhibit 5.2 to this Registration Statement) 99.1 Power of Attorney
- ----------------- i EX-5.1 2 OPINION OF SULLIVAN & WORCESTER LLP EXHIBIT 5.1 SULLIVAN & WORCESTER LLP One Post Office Square Boston, Massachusetts 02109 April 1, 1996 Hospitality Properties Trust 400 Centre Street Newton, Massachusetts 02158 Ladies and Gentlemen: We acted as counsel to Hospitality Properties Trust, a Maryland real estate investment trust (the "Company") in connection with the proposed issuance and sale of up to 1,150,000 Common Shares of Beneficial Interest, $0.01 per share, of the Company (the "Shares"), as described in the Registration Statement on Form S-11 (the "Abbreviated Registration Statement") filed by the Company today with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended. The Shares are to be purchased by certain underwriters and offered for sale to the public together with the shares registered pursuant to Registration Statement (No. 333-1433) which was declared effective earlier today (the "Initial Registration Statement"), pursuant to the terms of an Underwriting Agreement, the form of which has been filed as an exhibit to the Initial Registration Statement and is incorporated by reference as an exhibit to the Abbreviated Registration Statement (the "Underwriting Agreement"). We have examined originals or copies, certified or otherwise identified to our satisfaction, of the Abbreviated Registration Statement, corporate records, certificates and statements of officers and accountants of the Company and of public officials, and such other documents as we have considered necessary in order to furnish the opinion hereinafter set forth. We are members of the bar of The Commonwealth of Massachusetts. Accordingly, we do not purport to be expert on or generally familiar with and we express no opinion with respect to the laws of any state other than The Commonwealth of Massachusetts or of any country other then The United States of America. We have, with your consent, rendered our opinions herein in regard to certain matters of Maryland law relating to the Shares solely in reliance on, and solely to the extent covered by, the opinion of Piper & Marbury, dated April 1, 1996, a copy of which is being filed herewith as Exhibit 5.2 to the Abbreviated Registration Statement. Hospitality Properties Trust April 1, 1996 Page Two Based upon the foregoing, we are of the opinion that, upon payment and delivery in accordance with the Underwriting Agreement, the Shares will have been duly authorized by the Company and will be validly issued, fully paid and nonassessable. In connection with the foregoing, we note the information with respect to potential liabilities of shareholders of non-corporate entities such as the Company contained in the prospectus forming a part of the Initial Registration Statement under the heading "Summary of the Declaration of Trust--Limitation of Liability; Shareholder Liability" which is incorporated by reference in the Abbreviated Registration Statement. We hereby consent to the filing of this opinion as an exhibit to the Abbreviated Registration Statement and to the reference to our firm in the prospectus forming a part of the Initial Registration Statement incorporated by reference in the Abbreviated Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Act or under the rules and regulations of the Commission promulgated thereunder. Very truly yours, /s/ Sullivan & Worcester LLP SULLIVAN & WORCESTER LLP EX-5.2 3 OPINION OF PIPER & MARBURY L.L.P. Piper & Marbury L.L.P. Charles Center South 36 South Charles Street Baltimore, Maryland 21201 April 1, 1996 Sullivan & Worcester LLP One Post Office Square Boston, Massachusetts 02109 Re: Offering of Common Shares of Beneficial Interest of Hospitality --------------------------------------------------------------- Properties Trust ---------------- Ladies and Gentlemen: We have acted as special Maryland counsel to Hospitality Properties Trust, a Maryland real estate investment trust (the "Company"), in connection with matters of Maryland law relevant to the preparation of the Registration Statement on Form S-11 filed by the Company (the "Abbreviated Registration Statement") today relating to 1,150,000 shares of the Company's common shares of beneficial interest, par value $0.01 (the "Shares"). The Shares are to be purchased by certain underwriters and offered for sale to the public, together with the shares of the Company's common shares of beneficial interest registered pursuant to Registration Statement No. 333-1433 (the "Initial Registration Statement"), pursuant to the terms of an underwriting agreement, the form of which was filed as an exhibit to Initial Registration Statement (the "Underwriting Agreement"). We have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Declaration of Trust of the Company dated May 12, 1995; (ii) By-laws of the Company, as amended; (iii) copies of resolutions of the Board of Trustees of the Company authorizing the offering and issuance of the Shares and related matters; (iv) a draft form of underwriting agreement dated March 10, 1996 among the Company and Donaldson, Lufkin & Jenrette Securities Corporation, Dean Witter Reynolds Inc., A.G. Edwards & Sons, Inc., Prudential Securities Incorporated, Smith Barney Inc., Legg Mason Wood Walker, Incorporated and McDonald & Company Securities, Inc., as representatives of the underwriters (the "Underwriters"), (the "Underwriting Agreement"); (v) the Abbreviated Registration Statement; (vi) the Initial Registration Statement; (vii) a certificate of good standing issued by the Maryland State Department of Assessments and Taxation dated March 12, 1996; (viii) the Officer's Certificate of the Company dated the date hereof (the "Certificate"); and (ix) such other documents as we have considered necessary in order to furnish the opinion hereinafter set forth. Sullivan & Worcester LLP April 1, 1996 Page Two In such examination we have assumed, without independent investigation, the genuineness of all signatures, the legal capacity of all individuals who have executed any of the aforesaid documents, the authenticity of all documents submitted to us as originals, and the conformity with originals of all documents submitted to us as copies (and the authenticity of the originals of such copies) and the accuracy and completeness of all public records reviewed. We have assumed that all representations as to factual matters set forth in the Certificate are true and correct, and we have not independently verified the matters stated therein. The opinions expressed below are limited to the law of Maryland, provided, however, that we express no opinion as the application of Maryland securities laws. Based upon the foregoing, we are of the opinion that the Shares to be issued by the Company, as described in the Abbreviated Registration Statement, have been duly and validly authorized for issuance, and, when the Abbreviated Registration Statement has become effective under the Act, upon issuance and delivery of the Shares to the Underwriters against payment therefor in accordance with the terms of the Underwriting Agreement, the Shares will be validly issued, fully paid and non-assessable by the Company. We hereby consent to the filing of this opinion as an exhibit to the Abbreviated Registration Statement and to the reference to our firm under the caption "Legal Matters" in the prospectus forming part of the Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Act or under the rules and regulations of the Securities and Exchange Commission promulgated thereunder. We further consent to the reliance on this opinion by your firm in rendering its opinion to the Company. Very truly yours, /s/ Piper & Marbury L.L.P. EX-23.1 4 CONSENT OF ARTHUR ANDERSEN LLP Exhibit 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this 462(b) Registration Statement on Form S-11 for Hospitality Properties Trust (related to the registration of 1,150,000 common shares of beneficial interest) of our report dated January 19, 1996 on the balance sheet of Hospitality Properties Trust as of December 31, 1995 and the related statements of income, shareholders' equity and cash flows for the period from February 7, 1995 (inception) to December 31, 1995 and our report dated January 19, 1996 on the related financial statement schedule; our report dated February 23, 1996 on the balance sheet of HMH HPT Residence Inn, Inc. as of February 21, 1996; our reports dated February 23, 1996 on the combined statements of revenues and expenses excluding income taxes for the fiscal years ended December 31, 1993, December 30, 1994 and December 29, 1995, the combined statements of assets, liabilities and net investment and advances as of December 30, 1994 and December 29, 1995, and the combined statements of cash flows for the fiscal years ended December 31, 1993, December 30, 1994 and December 29, 1995 and our reports dated February 23, 1996 on the related financial statement schedules for Residence Inn Hotels and Courtyard Hotels; our report dated February 23, 1996 on the balance sheet of HMH HPT Courtyard, Inc. as of December 29, 1995 and the statements of income, shareholders' equity and cash flows for the period March 24, 1995 (inception) to December 29, 1995; included in the Hospitality Properties Trust registration statement (No. 333-1433) on Form S-11 and to all references to our Firm included in the registration statement. /s/ Arthur Andersen LLP ARTHUR ANDERSEN LLP Washington, D.C. April 1, 1996 EX-23.2 5 CONSENT OF COOPERS & LYBRAND L.L.P. Exhibit 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this registration statement of Hospitality Properties Trust on Form S-11 of our reports dated February 27, 1996, on our audits of the financial statements and schedule of Garden Hotel Associates L.P. as of December 31, 1995 and 1994, and for the years ended December 31, 1995, 1994 and 1993, appearing in the registration statement on Form S-11 (SEC File No. 333-1433) of Hospitality Properties Trust filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933. /s/ Coopers & Lybrand L.L.P. Dallas, Texas April 1, 1996 EX-99.1 6 POWER OF ATTORNEY Exhibit 99.1 The following power of attorney was included in the Company's Registration Statement on Form S-11 (File No. 333-1433) filed with the Commission on March 5, 1996. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Each of the undersigned Trustees and officers of Hospitality Properties Trust hereby severally constitute and appoint John G. Murray, Gerard M. Martin, Barry M. Portnoy and Alexander A. Notopoulos, Jr., and each of them, to sign for him, and in his name in the capacity indicated below, this Registration Statement for the purposes of registering such securities under the Securities Act of 1933, as amended, and any and all amendments thereto, and any other registration statement filed by Hospitality Properties Trust pursuant to Rule 462(b) which registers additional amounts of such securities for the offering or offerings contemplated by this Registration Statement (a "462(b) Registration Statement") hereby ratifying and confirming our signatures as they may be signed by our attorneys to this Registration Statement, any 462(b) Registration Statement and any and all amendments to either thereof.
Signature Title Date - --------- ----- ---- /s/ John G. Murray President and Chief Operating March 5, 1996 - --------------------------- Officer (Principal Executive John G. Murray Officer) /s/ Thomas K. O'Brien Treasurer & Chief Financial March 5, 1996 - --------------------------- Officer (Principal Accounting Thomas K. O'Brien and Financial Officer) /s/ Gerard M. Martin Managing Trustee March 5, 1996 - --------------------------- Gerard M. Martin /s/ Barry M. Portnoy Managing Trustee March 5, 1996 - --------------------------- Barry M. Portnoy /s/ John L. Harrington Trustee March 5, 1996 - --------------------------- John L. Harrington /s/ William J. Sheehan Trustee March 5, 1996 - --------------------------- William J. Sheehan /s/ Arthur G. Koumantzelis Trustee March 5, 1996 - --------------------------- Arthur G. Koumantzelis
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